Block Management Online MASTER LICENSE AGREEMENT

This Agreement (the "License") is for the use of the Block Management Online Web Service as defined below. Use of The Block Management Online Web Service is expressly conditioned upon your acceptance of and compliance with the following terms and conditions.

1. DEFINITIONS

The following terms have the meaning set forth herein:

A. Customer Data: All materials, including but not limited to graphic, picture, text, audio, video, software or information not generated by Block Management Online or under contract or agreement with Block management Online, posted by or at the direction of or on behalf of Master Licensee, Master Licensee Users, Sublicensee, or Sublicensee Users on The Block Management Online Web Service.

B. Privacy Policy:

The Block Management Online Privacy Policy identifies the manner in which Block Management Online obtains, accesses and provides others with access to information obtained by Block Management Online. The Block Management Online Privacy Policy can be viewed at www.blockmanagementonline.com. Block Management Online reserves the right to modify the Privacy Policy from time to time. The Block Management Online Privacy Policy, as revised, is hereby incorporated by reference. In the event of any conflict between the terms of the Privacy Policy and the terms of this Agreement, the terms of this Agreement shall govern.

C. The Block Management Online Web Service:

The Block Management Online system which is web-based and which is generally known as " Block Management Online" or "The Block Management Online Web Service." The Block Management Online Web Service also includes any revised software, updates, supplements, Internet-based services of Block Management Online. The Block Management Online Web Service will be hosted on servers maintained and secured or contracted for by Block Management Online.

D. Master Licensee:

An individual or entity paying for and accessing Block Management Online under the Master License with the intent of adding Users to Block Management Online with Sublicensee User Accounts. A Master Licensee User Account will consist of one person with a distinct user name which requires a password who is accessing Block Management Online under the account established for Master Licensee. This person shall be the primary contact with Block Management Online for subsequent billing and account information and changes.

E. Sublicensee User Account:

A Sublicensee User Account will consist of one person with a distinct user name which requires a password who is accessing Block Management Online under the account established for a particular Sublicensee.

2. GRANT OF LICENSE

Block Management Online grants Master Licensee, a non-exclusive, non-transferable, worldwide right to use and sublicense The Block Management Online Web Service as set forth herein. All rights not expressly granted to Master Licensee are reserved to Block Management Online.

3. LICENSE FEE AND PAYMENT

(i) The License Fee (ongoing maintenance and support) for all user accounts shall be invoiced 1 month prior to the end of a current active 12 month license. Payment terms are 30 days from invoice date and payable by cheque or PayPal payment.

(ii) The inception fee is payable 30 days from the invoice date for the agreed invoice amount. Payment terms are 30 days from invoice date and payable by cheque or Paypal payment.

4. LICENSE TERM

This license shall be for a year to year term unless terminated in writing by Master Licensee or by Block Management Online.

5. TERMINATION OF AGREEMENT BY Block Management Online

A. Block Management Online may immediately terminate this Agreement if Master Licensee or a Sublicensee violates the terms of this Agreement.

B. Block Management Online may immediately terminate this Agreement at the end of the last billing cycle, if Master Licensee fails to pay the license fee or to make any other required payment within ten (30) days following receipt of written notice that such payment is due.

C. The termination of this Agreement shall rescind the license granted and revoke all rights granted to or accrued by Master Licensee to use the Block Management Online Web Service.

D. In the event of Termination for non-payment, Block Management Online may disable Master Licensee's access to and use of The Block Management Online Web Service until such time as Block Management Online has received full payment.

6. TERMINATION OF AGREEMENT AFTER INITIAL TERM AND DATA RETRIEVAL BY MASTER LICENSEE

Master Licensee may terminate this Agreement at any time with written notice to Block Management Online. The termination shall take effect at the end of the last fully paid license cycle, or as otherwise agreed by the parties. Termination by Master Licensee shall also terminate all Sublicense Agreements as of the same date.

7. RETRIEVAL OF DATA

A. If this Agreement is terminated by Block Management Online, then Master Licensee may retrieve all Customer Data upon making payment in full of all monies owed Block Management Online. Such retrieval may, at the Master Licensee's reasonable discretion, be in hard copy or in electronic form and shall occur no later than five (5) days following receipt of payment by Block Management Online. Master Licensee shall contact Block Management Online and make arrangements to retrieve its Customer Data no later than sixty (60) days following termination of this Agreement by Block Management Online. Block Management Online shall not be responsible for any Customer Data not retrieved within ninety (90) days following termination of this Agreement by Block Management Online.

B. If this Agreement is terminated by Master Licensee, and Master Licensee is current in all payment obligations to Block Management Online, then Master Licensee shall contact Block Management Online and make arrangements to retrieve its Customer Data no later than sixty (60) days following termination of this Agreement by Master Licensee. Block Management Online shall not be responsible for any Customer Data not retrieved within ninety (90) days following termination of this Agreement.

8. ACCESS TO The Block Management Online Web Service

Master Licensee will be provided with initial access to Block Management Online to provide Master Licensee with the ability to create user accounts.

9. INITIAL TRAINING AND SUPPORT

Block Management Online will provide up to 3 hours of phone assistance and training in the first month of use and unlimited technical support. The parties may agree to additional training in a separate agreement.

10. TECHNICAL SUPPORT

Block Management Online will provide on-line technical support via www.blockmanagementonline.com.

11. MODIFICATIONS UPGRADES AND ENHANCEMENTS

Block Management Online will provide modifications, upgrades and enhancements ("modifications") at no additional cost, at Block Management Online's sole discretion.

12. Block Management Online PROTECTION

A. The Block Management Online Web Service and related documentation are protected by various trademarks and copyrights and they also contain trade secrets and confidential materials. All Customer Data transmitted through, posted on, or used in connection with the Block Management Online Web Service are owned by Master Licensee and not the subject of this provision.

B. Master Licensee shall not, and it shall not allow another person to make or make an attempt to, examine, copy, alter, "reverse engineer," tamper with or otherwise use the Block Management Online Web Service except as set forth herein.

C. Master Licensee further acknowledges and agrees that it has no proprietary interest in the the Block Management Online Web Service, that all proprietary interest in the The Block Management Online Web Service is owned and controlled by Block Management Online, and that Master Licensee will not attempt to or allow an attempt to transfer, duplicate, sell, license, or otherwise dispose of, in whole or in part, the the Block Management Online Web Service or any component part thereof, to any, affiliate, or any third party, except as specifically provided herein.

D. Master Licensee acknowledges and agrees that the obligation of confidentiality and protection of Block Management Online's confidential and proprietary information shall survive the termination of this Agreement.

16. LIMITED WARRANTIES AND REPRESENTATIONS; DISCLAIMER

A. Block Management Online warrants only that the Block Management Online Web Service shall perform substantially in accordance with the descriptions of Block Management Online contained in printed materials produced by Block Management Online and or appearing on the Internet on a Block Management Online site, a Block Management Online sponsored site or advertisement. The entire and exclusive remedy for breach of this Limited Warranty shall be, at Block Management Online's option, either (i) the return of the initial license fee paid, or (ii) to repair, upgrade, or otherwise enhance the performance of Block Management Online to address the failure of performance.

B. EXCEPT AS SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY.

C. The aforesaid warranties and disclaimer shall survive acceptance and payment.

17. INDEMNITY; LIMITATION OF DAMAGES

A. Indemnity by Block Management Online. In the event that anyone commences an action challenging Block Management Online's right to license the the Block Management Online Web Service, and provided that Block Management Online receives timely notice and an opportunity to defend, Block Management Online shall indemnify Master Licensee and hold it harmless from and against all damages, losses, expenses, and attorney's fees, arising out of such infringement or other action. After timely written notice from Master Licensee, Block Management Online shall, at its sole expense, defend any such actions.

B. Indemnity by Master Licensee. Master Licensee shall indemnify, defend and hold Block Management Online, its affiliates, directors, officers and employees harmless from and against any claim, liability, damage, cost, expense (including actual attorneys fees), award, fine, or judgment, arising from or out of Master Licensee's operation, conduct, and responsibility for its or its Sublicensees' use of the The Block Management Online Web Service, and for any and all claims of infringement of any proprietary rights by any graphic, picture, text, audio, video, software, other data, or information provided by Master Licensee or its Sublicensees.

C. Limitation of Damages. No party shall be entitled to receive from or be obligated to pay to the other any part of any award, claim, fine or judgment which is deemed, declared or is characterized in its nature to be exemplary, punitive or consequential damages.

18. ASSIGNMENT

This Agreement or any interest hereunder shall not be assigned or transferred by either party without the prior written consent of the other party and subject to such reasonable terms and conditions that the consenting party may impose. Either party may, without the consent of the other, but with the proper notice, transfer this Agreement in whole or part to any entity into which or with which it may be merged or consolidated, or to any entity which acquires all or substantially all of the assets of the party, or to the party's parent, subsidiary or an affiliated entity.

19. MISCELLANEOUS PROVISIONS

A. Severability. If any term or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

B. Notices. Wherever provision is made in this Agreement for the giving, service or delivery of any notice, statement or other instrument, the same shall be deemed to have been duly given, served and delivered: (i) on the date personally delivered, (ii) on the second business day following the date on which mailed by Recorded Mail, addressed as follows:

Esscotti Ltd
7 Ronald Rolph Court
Wadloes Road
Cambridge, CB5 8PX
E-Mail Address: sales@blockmanagementonline.com

and to such other addresses as may be designated by a party to this Agreement by notice given in accordance with the terms of this paragraph.

Block Management Online is a trading name of Esscotti Ltd. Esscotti Ltd. Registered in England and Wales No.5085606 Registered Office. 115c Milton Road, Cambridge, CB4 1XE, Esscotti Ltd is not a VAT registered company

C. Governing Law. This Agreement is executed and intended to be performed in England and Wales and the laws in England and Wales shall govern its interpretation and effect.

D. Entire Agreement. This Agreement contains the entire agreement of the parties and each party acknowledges there were not other oral agreements, representations, warranties or statements of fact made prior to or at the time of the signing of this Agreement.

E. Modification. No alteration, modification or amendment of this Agreement shall be effective or enforceable unless it shall be in writing and signed by the parties.

F. Waiver. Failure of either party to insist on strict performance shall not constitute a waiver of any of the provisions of this Agreement or a waiver of any default of the other party.

G. Time of the Essence. Time is of the essence in this Agreement and in all provisions contained herein.

H. Attorneys Fees. In the event of any disputes between the parties arising out of this Agreement, the prevailing party shall be allowed actual attorney fees and costs incurred in any negotiation, litigation or any appeal.

I. Acknowledgment of Independent Advice. Each party, in signing below, acknowledges that it has read all of the provisions of the foregoing Agreement, understands them, has sought independent advise regarding the legal effect of the provisions herein, and agrees to be bound by said provisions.

K. Warranty of Authority. The undersigned warrants that they are authorized and have authority to execute this Agreement on behalf of the business entity.

21. SURVIVAL OF CERTAIN OBLIGATIONS

The obligations set forth in Paragraphs 12 (Block Management Online Protection), 16 (Limited Warranties and Representations; Disclaimer), and 17 (Indemnity; Limitation of Damages) shall survive the termination of this Agreement.